HOLOGIC INC — Director's Dealing 2011

Nov 14, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HOLOGIC INC (HOLX)
CIK: 0000859737
Period of Report: 2011-11-09

Reporting Person: STEIN JAY A (Chief Technical Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-09	Common Stock	A	4534	—	Acquired	175727	Direct
2011-11-10	Common Stock	F	354	$17.09	Disposed	175373	Direct
2011-11-11	Common Stock	F	410	$17.77	Disposed	174963	Direct
2011-11-11	Common Stock	F	1032	$17.77	Disposed	173931	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-11-09	Non-qualified Stock Option (Right to Buy)	$17.09	A	35520	Acquired	2018-11-09	Common Stock (35520)	Direct

Footnotes

F1: These shares represent restricted stock units (RSUs) awarded to the Reporting Person pursuant to the 2008 Equity Incentive Plan and are subject to vesting as provided in the agreement evidencing the award.

F2: The disposition of 354 shares of common stock reported on this Form 4 relates to a tax withholding transaction in connection with the vesting of restricted stock units.

F3: The disposition of 410 shares of common stock reported on this Form 4 relates to a tax withholding transaction in connection with the vesting of restricted stock units.

F4: The disposition of 1,032 shares of common stock reported on this Form 4 relates to a tax withholding transaction in connection with the vesting of restricted stock units.

F5: The option, issued pursuant to the 2008 Equity Incentive Plan, becomes exercisable in five equal annual installments beginning November 9, 2012.